Company Formation in Estonia

Lately, numerous swiftly burgeoning enterprises have commenced operations in Estonia, a country situated in Northern Europe. Perhaps you’re familiar with names like Skype, Bolt, TransferWise, Playtech, or Pipedrive?

Estonia’s business approach hinges on a robust digital infrastructure and the conviction that nearly all tasks can be efficiently executed online, minimizing expenditure of both funds and time. Presently, some thriving startups are helmed by digital nomads, entrepreneurs, freelancers, and self-employed individuals. The introduction of the e-Residency program was tailored for this demographic, aiming to grant access to Estonia’s business landscape to entrepreneurs worldwide, streamlining business processes. Owing to Estonia’s EU membership, e-Residents enjoy parity with Estonian residents in utilizing e-services and can oversee their enterprises entirely remotely, all within the framework of the European Single Market.

The simplest way to register Estonian companies is by acquiring a pre-established company. Completing this legal process does not require a visit to Estonia. If a pre-formed company is purchased, the capital of 1,000 euros does not need to be contributed, as it has already been fully established. This method of registering a company in Estonia is particularly favoured by non-residents for its straightforwardness and absence of bureaucratic complexities.

Company formation in Estonia

ready-made company with a share capital of 1,000 EUR

1,900 EUR
  • A ready-made company with registered share capital
  • Contact person services for 1 year
  • Legal address services for 1 year
  • Notary services fees
  • Transfer Agreement
  • State fee

In addition, in case of the remote transfer, it would be necessary to prepare the Power of Attorney documents. Therefore, the additional cost of 500 EUR is added:

  • Power of Attorney documents preparation
  • Power of Attorney documents sworn translation into Estonian
  • Representation of participants by Power of Attorney during the deal with the notary

Why should you consider Estonia?

Estonia

In recent times, Estonia, a country in Northern Europe, has become the launching ground for many of the world’s rapidly growing companies, such as Skype, Bolt, TransferWise, Playtech, or Pipedrive.

The Estonian approach to business centers around a robust digital infrastructure and the belief that nearly every task can be efficiently conducted online with minimal expenditure of time and resources. Notably, a number of successful startups in Estonia are managed by digital nomads, entrepreneurs, freelancers, and self-employed individuals. To cater to this global entrepreneurial community, the e-Residency program was established, aiming to provide worldwide access to the Estonian business environment and streamline business processes. This program enables e-Residents, including digital nomads and entrepreneurs worldwide, to leverage Estonia’s EU membership, granting them equal access to e-services and the ability to remotely manage their companies within the European Single Market.

 

ADVANTAGES OF REGISTERING A COMPANY IN ESTONIA

Estonia stands out as a digitally advanced nation, providing lucrative opportunities and favorable conditions for initiating a business. This is evident in the European startup landscape, where the average number of startups per 100,000 people is 5; however, in Estonia, this figure is six times higher. Consequently, Estonia claims the third position in the European countries’ startup ranking, attributed to various benefits associated with establishing a company in Estonia:

  • 0% company income tax, specifically on retained earnings.
  • Founders and Board members can be non-residents of Estonia, eliminating the necessity for a local Director.
  • No obligatory requirement to pay a salary to the company director, and there are no salary prerequisites.
  • Full remote management of the company is possible for owners with an e-Resident card.
  • Board members engaged in business in Estonia have the option to apply for a residence permit lasting up to 5 years.
  • The opportunity to acquire transportation and real estate under the ownership of an Estonian company without incurring taxes.
  • Estonia has entered into the Convention for the Avoidance of Double Taxation with 59 countries.
  • Estonia boasts a transparent and straightforward tax system without progressive taxes.

ESTONIA COMPANY FORMATION IN 2023

As of February 1, 2023, amendments to the Commercial Code in Estonia will come into effect, allowing the establishment of a limited liability company with a statutory capital as low as 1 euro cent. Notably, on the e-business portal, financial year reports are typically presented in full euros, potentially also in thousands. In instances where the report is prepared in full euros, the share capital should adhere to the rounding rule. For example, if the share capital is 1 cent, the share capital column should indicate 0 euros. If necessary, detailed information regarding the exact amount of statutory capital can be disclosed in the form of text within a designated annex.

Additionally, the Center of Registers and Information Systems has affirmed that rounding of statutory capital in the accounting report does not pose challenges during internal audits or subsequent checks for compliance with data in the commercial register when preparing and reviewing the report.

Leave your request and our team, from Regulated United Europe, will contact you and assist through the process of company registration in Estonia.

Corporate services in Estonia

What types of companies exist in Estonia?

In Estonia, a country known for its innovative approaches to business and one of the first in the world to introduce an e-residency system, there are several basic forms of legal entities available to entrepreneurs and investors. Each form of company has its own characteristics, requirements for the constituent capital, taxation and management, which allows businessmen to choose the optimal structure for implementing their projects. Here are the main types of companies that can be registered in Estonia:

  1. Osauhing (OÜ) — Limited Liability Company

Osayuhing (OÜ) is the most popular form of company in Estonia among local and foreign entrepreneurs due to its flexibility and relative ease of management. The minimum authorized capital is 2,500 euros, but it may not be paid in full at the time of registration, allowing the company to start operating without immediate financial investment. Founders and shareholders can be both individuals and legal entities. The liability of participants is limited to the size of their contribution to the authorized capital.

  1. Joint-Stock Company (AS)

The joint-stock company is suitable for large projects and enterprises planning to attract investment through the issue of shares. The minimum authorized capital for a joint-stock company is 25,000 euros. This type of company requires a more complex management structure, including a board of directors and supervisory board. A joint-stock company can be public or private, which affects the ability to trade shares.

  1. Limited Liability Company (UÜ)

A limited liabilitypartnership (UIT) is a form of enterprise in which two or more founders conduct business under a common name. The peculiarity of this form is that the responsibility of each founder for the company’s obligations is limited to his contribution to the authorized capital. This form is suitable for small and medium-sized businesses that want to conduct business in partnership.

  1. Full Partnership (TÜ)

A general partnership (TTCO) is a type of company in which two or more partners conduct business and are fully and jointly responsible for the company’s obligations with their personal property. This form of enterprise is suitable for entrepreneurs who want to work in close partnership and fully trust each other.

  1. Individual Entrepreneur (FIE)

Sole Proprietorship (FIE) is the simplest and least burdensome form of doing business in Estonia, suitable for individual entrepreneurs. It does not require an authorized capital, but the entrepreneur bears unlimited responsibility for the obligations of his business with all his property.

Conclusions

The choice of company form in Estonia depends on many factors, including the size and type of business activity, the number of founders, the need to attract investment, and the preferred level of responsibility. Estonia offers entrepreneurs flexible and innovative forms of business to attract investment and simplify the process of doing business in the country. All these factors make Estonia one of the most attractive countries for startups and international businesses in Europe.

 What is the size of the company’s authorized capital in Estonia?

The size of the company’s authorized capital is one of the key aspects when registering a legal entity in Estonia. This parameter not only determines the minimum amount of financial resources required to create a company, but also plays an important role in the further functioning and development of the business. Estonia, a country known for its progressive economic policies and favorable conditions for entrepreneurs, has established certain capital requirements for various forms of legal entities.

Osauhing (OÜ) — Limited Liability Company

To register an Osayuhing (OOum), the most popular form of company among small and medium-sized businesses, the minimum authorized capital is 2,500 euros. An interesting feature is that when registering a company, it is not necessary to immediately deposit this amount. Estonian legislation allows you to postpone the payment of the authorized capital until the first profit is distributed or by the decision of the founders. This flexibility makes the establishment of anOu in Estonia attractive for startups and international entrepreneurs who want to minimize initial costs.

Joint-Stock Company (AS)

For joint-stock companies (JSCs) in Estonia, the minimum authorized capital is set at 25,000 euros. This form of company is usually chosen for a large business with a high level of turnover and investment. Unlike an LLC, an AO allows you to raise funds by selling shares, which makes it preferable for companies planning to expand by attracting investment. The registration of the authorized capital for the joint-stock company is mandatory at the time of registration.

Partnerships

There are also forms of entrepreneurship in Estonia, such as a limited liability partnership (UÜ) and a full partnership (TÜ), for which the legislation does not set specific requirements for the minimum size of the authorized capital. These forms are preferred for small businesses and entrepreneurs who want to conduct business in partnership, and they assume personal responsibility of the founders for the company’s obligations.

Individual Entrepreneur (FIE)

Registration as an individual entrepreneur (FIE) in Estonia does not require a registered capital. This makes FIE an ideal form for aspiring entrepreneurs who need to minimize their start-up costs. However, it should be borne in mind that individual entrepreneurs bear unlimited responsibility for their business obligations with all their personal property.

Conclusion

Estonia offers a wide range of legal forms for doing business, each of which has its own share capital requirements and offers different levels of flexibility and responsibility. The choice of the appropriate form of company depends on the specific business objectives, the planned scope of activities and the development strategy. State support, progressive legislation and digital infrastructure make Estonia one of the most attractive European countries for starting and developing a business.

Should a company in Estonia have a local director?

Estonian legislation does not oblige companies to appoint a local director or manager who is a resident of the country. This means that both residents and non-residents can act as directors of Estonian companies. This flexibility is part of Estonia’s overall strategy to attract foreign investment and simplify business operations.

E-residency Program

Estonia offers an e-residency program that allows foreign entrepreneurs to obtain a digital identity card issued by the Estonian government. This certificate provides an opportunity to start and manage an Estonian business online, without requiring a physical presence in the country or the appointment of a local director. E-residents can engage in activities such as registering a company, filing tax returns, and maintaining accounting records over the Internet.

Importance of tax residency

Although the presence of a local director is not mandatory, it is important to consider the company’s tax residency issues. If a company is managed and controlled from Estonia, it is considered a tax resident of Estonia and is required to pay taxes in accordance with local legislation. If a company is managed from abroad, it is necessary to carefully analyze its tax liabilities in accordance with international agreements and regulations of the country where it is actually managed.

Practical considerations

Although there are no legal requirements for the appointment of a local director, in practice it may be useful for companies to have a representative in Estonia to address operational issues, interact with local authorities and banks, and ensure sound corporate governance. This solution can help you run your business more efficiently and smoothly, especially for foreign entrepreneurs who are not familiar with local regulations and practices.

Conclusion

In conclusion, Estonia does not have a mandatory requirement to appoint a local director for a company, which opens up wide opportunities for foreign investors and entrepreneurs. However, when running a business, it is important to consider aspects of tax residency and the possible practical benefits of having a representative in the country. Estonia continues to be one of the most attractive and convenient places to start and run an international business thanks to its innovation policy and support for entrepreneurship.

 What is the amount of state fees when setting up a company in Estonia?

The amount of state fees when establishing a company in Estonia is one of the important aspects that entrepreneurs and investors who plan to develop their business in this country should take into account. Estonia is known for its business-friendly environment and efficient digital infrastructure, which makes the process of establishing a company relatively simple and fast. However, for successful registration, you need to familiarize yourself with the requirements for paying state fees, which depend on the type and form of the legal entity.

Osauhing (OÜ) – Limited Liability Company

To register Osaühing(OÜ), the most popular form of business in Estonia among small and medium-sized businesses, you must pay a state fee. The fee for registering an LLC in Estonia is approximately 190 euros when submitting documents via the Internet and slightly higher when submitting documents in paper form. This fee includes the cost of making an entry in the Commercial Register.

Joint-Stock Company (AS)

For the establishment of a Joint-Stock company (AO) in Estonia, a state fee is also charged, which is slightly higher than for an LLC, given the more complex management structure and potentially larger volume of activities. The fee may be around 265 euros for online registration. These costs are one-time and are charged at the time of company registration.

Partnerships and individual entrepreneurs

For the registration of partnerships (both full and limited liability) and individual entrepreneurs (FIE), state fees are also provided, the amount of which is usually lower than for LLC or JSC. For example, the state fee for registering an individual entrepreneur can be about 30-50 euros.

Additional costs

In addition to the direct state fees for registering a company, entrepreneurs may face additional costs, such as the cost of legal services, notary services when certifying documents (if required by law for a certain type of company), as well as fees for submitting applications and obtaining various certificates and licenses necessary for carrying out a certain type of activity.

Conclusion

It is important to note that information about the amount of state fees may change, so before starting the registration process, it is recommended to check up-to-date data on official resources or consult with legal consultants. Despite the need to pay government fees and possible additional costs, Estonia continues to be attractive for international businesses due to its open economy, ease of doing business, and advanced digital infrastructure.

 What is the annual cost of servicing a company in Estonia?

The annual cost of servicing a company in Estonia includes a number of mandatory payments and possible expenses that entrepreneurs need to take into account when planning and conducting business in this country. Estonia attracts many foreign investors thanks to its business-friendly environment, progressive tax system and advanced digital infrastructure. However, as in any other country, doing business here is associated with the need to pay certain government and service fees.

Taxes

One of the key aspects of the company’s annual service cost is taxation. Estonia is known for its unique corporate income tax system, in which the tax is paid only at the time of profit distribution. The standard corporate tax rate is 20%, but applies only to dividends and other distributions of profits. Thus, as long as the profit is reinvested or remains in the company, no tax is paid. It is also necessary to take into account taxes on employees ‘ salaries and social contributions.

Annual reports

Companies are required to submit an annual report to the Register of Enterprises. Filing an annual report may require the services of a professional accountant or auditor, depending on the size and complexity of the company’s operations. The cost of accounting services varies depending on the volume of work, but on average it can range from several hundred to several thousand euros per year.

Digital signature and e-residency

To manage an Estonian company remotely, entrepreneurs often use the e-resident status, which allows them to digitally sign documents and perform other legal actions online. The cost of obtaining e-resident status and updating digital instruments is several tens of euros per year.

Registration and licensing fees

Depending on the type of business the company operates, additional licenses or permits may be required, and the cost varies. For example, financial services, alcohol sales, or pharmaceuticals require special licenses.

Rent an office and postal address

Some activities may require renting office space or virtual office services in order to have a legal and postal address in Estonia. The rental price varies depending on the location and needs of the company.

Conclusion

The annual cost of servicing a company in Estonia can vary significantly depending on many factors, including the volume and specifics of the business, the need for professional accounting, digital management tools and special licenses. It is important to plan these costs in advance in order to ensure a stable and efficient operation of the company in the Estonian market.

 What are the main advantages of establishing a company in Estonia?

The establishment of a company in Estonia offers a number of unique advantages, making this country one of the most attractive for entrepreneurs and investors from all over the world. Estonia, with its progressive economic policies, advanced digital infrastructure and favorable tax regime, has earned a well-deserved reputation as an innovative and business-oriented state. Let’s take a closer look at the key advantages of setting up a company in Estonia.

Advanced digital ecosystem

Estonia is a world leader in the digitalization of public services. The country offers a convenient and efficient e-governance system that allows entrepreneurs to register and manage their businesses completely online. This includes registering a company, filing tax returns, and performing legal and administrative procedures over the Internet, which significantly saves time and money.

Unique tax system

Estonia offers one of the most innovative tax systems in the world, especially in terms of corporate profit taxation. Income tax in Estonia is paid only at the time of profit distribution (for example, payment of dividends), which encourages the reinvestment of earned funds and supports business growth. The tax rate on distributed profits is 20%, which is a competitive indicator at the international level.

E-residency Program

Estonia is the first country in the world to launch an e-residency program that provides foreign entrepreneurs with the opportunity to establish and manage an Estonian company remotely. E-residency facilitates access to the European market, allows you to use European payment systems and conduct business in a legally transparent EU environment.

Ease of doing business

Estonia consistently ranks high in international rankings for ease of doing business. The State offers a clear and understandable legal system, minimal bureaucratic procedures, and maintains openness to international investors. Company registration can be completed in a matter of hours, making Estonia one of the fastest and most convenient places to start a new business.

Openness to innovation

Estonia actively supports innovative projects and technology startups by offering various grant and financial programs to support development and growth. The country has a well-developed startup ecosystem that includes accelerators, venture funds and incubators, which creates a favorable environment for technological innovation and entrepreneurship.

Strategic location

Estonia is located at the crossroads between Eastern and Western Europe, providing convenient access to the markets of the European Union, Russia and the Nordic countries. This strategic geographical location, combined with a well-developed logistics and transport infrastructure, makes Estonia an attractive destination for international business.

Conclusion

The establishment of a company in Estonia offers a number of significant advantages, including a unique tax system, advanced digital infrastructure, simplicity and transparency of business processes, as well as support for innovation and start-ups. All this, together with the e-residency program and strategic location, makes Estonia one of the most attractive destinations for international business development.

 What are the ways to establish a company in Estonia?

The establishment of a company in Estonia is a process that can be carried out in various ways, depending on the preferences of the entrepreneur, his location and business goals. Estonia is known for its progressive and innovative business environment, as well as its advanced digital infrastructure, which makes the company registration process convenient and affordable. Here are the main ways to establish a company in this country:

  1. Registration via the Internet using e-residency

One of the most popular ways to establish a company in Estonia is to register online through the e-residency program. This unique project allows foreigners to obtain a digital identity card issued by the Estonian government and use it to open and manage a company completely remotely. The registration process involves submitting an application to the Register of Enterprises through a specialized portal and can be completed within a few business days.

  1. On-site registration in Estonia

For people who live in Estonia or are able to visit the country, a company can be registered by contacting the Register of Companies directly or through a notary. This method involves the personal presence of the founders or their representatives and allows you to meet all the formalities related to the registration of the company, including signing the constituent documents and paying the state fee.

  1. Buying a ready-made company

Another way to start a business in Estonia is to buya shelf company. This option is suitable for those who want to quickly start a business without going through the registration procedure for a new company. Ready-made companies are already registered in the Register of Enterprises and can have a clean history. The purchase of such a company requires a legal review and some transfer of ownership procedures.

  1. Registration through specialized agencies

Entrepreneurs can also use the services of specialized agencies or law firms that offer a full range of business registration services in Estonia. These agencies help with the preparation and submission of all necessary documents, advice on taxation and legal address issues, and can also offer additional services such as accounting and legal support.

  1. Use of incubators and business centers

For startups and innovative projects, special business incubators and entrepreneurship support centers are available in Estonia, which can offer assistance in registering a company, as well as support in business development at the initial stage. These organizations provide not only consulting services, but also access to a network of potential investors, partners, and clients.

Conclusion

The company’s establishment in Estonia offers entrepreneurs flexible and convenient registration methods adapted to different business models and goals. With an advanced digital ecosystem and an environment that supports innovation, Estonia is becoming an increasingly popular choice for international business and entrepreneurship.

 Do I need to have a registered office in Estonia?

According to Estonian law, every company registered in Estonia must have a registered office within the country. This requirement is mandatory to ensure the legality and transparency of business operations, as well as to ensure that government agencies and stakeholders can have reliable contact with the company.

Legal address functions

A legal address performs several important functions:

  • Contact for official correspondence: The legal address is used as the main channel for government and legal correspondence, including notifications from the Register of Enterprises, tax Authorities and other state institutions.
  • Registration requirement: Having a registered office in Estonia is a prerequisite for registering a company in the commercial register.
  • Corporate image support: A registered office can also help build a positive image of the company, especially if it is located in a prestigious business district.

Ways to get a legal address

Entrepreneurs can use several ways to ensure that their company has a registered office in Estonia:

  • Office space rental: One of the traditional methods is to rent an office or commercial space that will be used as the company’s legal address.
  • Virtual office services: For companies that do not require physical office space, a virtual office is an efficient and cost-effective solution. Virtual office service providers offer a legal address for registering and running a business, and can also provide additional services such as mail reception and telephone service.
  • Using the address through specialized services: Some companies offer services for providing a legal address for the needs of registering and maintaining the company’s operations in Estonia.

Conclusion

Having a legal address in Estonia not only meets the legal requirements, but also provides a reliable basis for doing business in this country. Thanks to modern solutions such as a virtual office, even remote entrepreneurs can effectively manage their business and maintain the necessary presence in Estonia. Choosing the most appropriate method depends on your specific needs and business development strategy.

 Can I open a branch of a foreign company in Estonia?

Opening a branch of a foreign company in Estonia is one of the options for international expansion, which offers foreign entrepreneurs the opportunity to expand their business to the European market through a country with a highly developed digital economy and a favorable business environment. Estonia, known for its innovative e-governance system and ease of doing business, provides foreign companies with convenient mechanisms for establishing and operating branches. In this article, we will look at the key aspects related to opening a branch of a foreign company in Estonia.

Advantages of opening a branch in Estonia

  • Digital Infrastructure: Estonia offers one of the most advanced digital business infrastructures in the world, which makes it easier to manage a branch and interact with government agencies online.
  • Access to the European market: The establishment of a branch office in Estonia opens up access to the European Union market, facilitating trade and investment.
  • Transparent tax system: Estonia is known for its innovative tax system, including a unique corporate profit tax model that can be attractive to foreign investors.

The process of opening a branch office

  1. Preparation of documents: To register a branch in Estonia, you must prepare and submit a set of documents, including the decision to establish a branch, an extract from the parent company’s commercial register, statutory documents and proof of registration of the company in the country of origin.
  2. Branch registration: A branch of a foreign company must be registered in the Estonian Commercial Register. The registration process can be performed online through an electronic management system, which greatly simplifies the procedure.
  3. Appointment of a representative: The branch must have a designated representative in Estonia who will act on behalf of the foreign company and is responsible for managing the affairs of the branch in accordance with local legislation.
  4. Legal address: It is also necessary to ensure that the legal address of the branch office in Estonia is available for official correspondence and legal needs.

Tax liabilities and financial statements

A branch of a foreign company in Estonia is required to keep records of income and expenses, as well as submit tax reports in accordance with Estonian law. Branches are considered permanent representative offices of foreign companies and are subject to taxation in Estonia on the income received.

Conclusion

Opening a branch office in Estonia offers foreign companies a unique opportunity to expand their business and access European Union markets, taking advantage of Estonia’s digital and tax environment. The process of establishing a branch office is relatively simple and can be completed with minimal bureaucratic delays due to the country’s well-developed digital infrastructure. However, despite the advantages, it is important to carefully evaluate all legal and tax aspects when planning to open a branch office in Estonia to ensure compliance with local laws and regulations.

 Can a foreigner open a company in Estonia?

Opening a company in Estonia by foreign entrepreneurs and investors is not only possible, but also actively welcomed by the Estonian government. Estonia, a country with one of the most advanced digital economies in the world, offers unique conditions for doing business, including a simple and clear company registration procedure, an innovative tax system and extensive opportunities for remote business management. This article examines the key aspects related to the opening of a company in Estonia by foreign citizens.

E-residency Program

One of the most significant benefits for foreign entrepreneurs is the e-residency program. Estonia has become the first country in the world to offer the concept of e-residency, which allows foreigners to obtain digital identification to conduct business in Estonia remotely. E-residents can register a company online, file tax reports, and use other electronic government services.

Advantages of opening a company in Estonia

  • Access to the European market: Company registration in Estonia opens access to the European Union market.
  • Digital Governance: Estonia offers one of the world’s best systems for doing business online, including company registration, taxation, banking, and more.
  • Unique tax system: Companies in Estonia pay income tax only in case of distribution of dividends, which contributes to reinvestment and business growth.
  • Transparency and legal security: Thanks to its membership in the European Union, Estonia offers a high level of legal security and transparency of business processes.

Steps to open a company as a foreigner

  1. Obtaining e-residency: Although it is not necessary to open a company, e-resident status greatly simplifies the process of managing a company from a distance.
  2. Selecting the company type: Foreign entrepreneurs can choose between various forms of legal entities, including private limited companies(OOCS), joint-stock companies, and individual entrepreneurs.
  3. Company registration: The process involves submitting an application to the Register of Companies via the Internet, using the services of a notary (if necessary), and paying a state fee.
  4. Opening a bank account: Although it may be more difficult for foreign entrepreneurs, there are alternative financial services such as electronic money and payment institutions that offer business opportunities.
  5. Setting up an accounting system: It is important to take into account the accounting and tax reporting requirements in Estonia.

Conclusion

Estonia offers foreign entrepreneurs attractive conditions for starting and running a business thanks to its innovative digital ecosystem, convenient tax system and access to the European market. The e-residency program especially stands out as a unique offer that makes it possible to simplify many aspects of the establishment and management of a company in Estonia. With the right training and understanding of local laws and regulations, opening a company in Estonia can be a significant step towards international success and growth for foreign investors and entrepreneurs.

 Can I get a residence permit when setting up a company in Estonia?

The possibility of obtaining a residence permit when establishing a company in Estonia is of interest to many foreign entrepreneurs and investors who want to not only develop their business within the European Union, but also move for permanent residence. Estonia, thanks to its progressive economic climate, advanced digital infrastructure and a favorable environment for startups, attracts the attention of the international business community. In this article, we will look at the conditions and opportunities for obtaining a residence permit for foreign entrepreneurs in Estonia.

Residence permit for entrepreneurs

Estonia offers several residence permit programs that may be applicable for foreign entrepreneurs who want to establish or develop their business in the country. It is important to understand that each program has its own requirements and conditions that must be carefully studied and fulfilled.

Residence permit through the company’s establishment

Foreign entrepreneurs can apply for a temporary residence permit to conduct business in Estonia. This requires that the business meets certain criteria that demonstrate its viability and potential benefits for the Estonian economy. These criteria include:

  • Investment: A foreign entrepreneur must invest a certain minimum amount in Estonia, which may be adjusted from time to time. Usually this is a significant amount, demonstrating the seriousness of intentions.
  • Business Plan: Provide a detailed business plan showing the goals, business development strategy, projected profits, and job creation for local residents.
  • Economic contribution: The Company must demonstrate its potential to strengthen the Estonian economy, including through innovation or job creation.

E-residency Program

Although the e-residency program itself does not qualify for a residence permit, it makes it easier for foreign entrepreneurs to establish and manage a business in Estonia. E-residency can be the first step towards closer integration with the Estonian business environment and then obtaining a residence permit through the establishment of a successful company.

Additional conditions and considerations

  • Language barrier: Knowledge of Estonian is not a requirement for obtaining a residence permit through a business, but mastering the language can be useful for deeper integration into the country’s society and culture.
  • Terms and extension: A residence permit for entrepreneurs is usually issued for a certain period of time, after which it can be extended if the company is successful and all requirements are met.
  • Family reunification: Obtaining a residence permit by an entrepreneur can also open up opportunities for family reunification and obtaining a residence permit by family members.

Conclusion

Estonia provides unique opportunities for foreign entrepreneurs who want to expand their business and possibly move to the country for permanent residence. Obtaining a residence permit through a company establishment in Estonia requires careful planning, investment and compliance with certain economic criteria. If these conditions are met successfully, Estonia can become not only a place for doing business, but also a new home for foreign entrepreneurs and their families.

 What is written in the charter of a company registered in Estonia?

The Charter of a company registered in Estonia is a key document that defines the basic principles of operation, management structure and legal basis of the organization’s activities. In Estonia, as in many other countries, the company’s charter must comply with national legislation, in particular, the Law on Commercial Companies. This document plays an important role in the legal life of the company, providing a legal basis for its internal and external activities. Below are the main sections and provisions that are usually written in the articles of association of a company in Estonia.

  1. Name and legal address of the company

The Articles of Association must clearly indicate the full official name of the company and its registered office in Estonia. The legal address is required for official correspondence and legal notifications.

  1. Subject and objectives of the activity

This section describes the main activity of the company and its goals. This may include information about the products or services provided, as well as the markets in which the company plans to operate.

  1. Size and formation of the authorized capital

The charter must contain information about the amount of the company’s authorized capital, the currency in which it is expressed, as well as the procedure and terms for its formation. For an LLC (Osaühing, OÜ) in Estonia, the minimum authorized capital is 2,500 euros, which can be paid later after the company’s registration.

  1. Company management structure

The Articles of Association should define the company’s governance structure, including the existence and powers of management bodies, such as the shareholders ‘ meeting (founders) and the management board (executive body). The decision-making procedures, including holding meetings and voting, should be described.

  1. Rights and obligations of shareholders

The charter sets out the rights and obligations of shareholders or participants, including their right to receive dividends, participate in the management of the company and access information about the company’s activities.

  1. Profit sharing and loss coverage

This section sets out the rules for distributing profits among shareholders, as well as the procedure for covering possible losses of the company.

  1. Amendments to the Charter and liquidation of the company

The Articles of Association must contain procedures for making changes to the statutory documents, as well as the procedure for liquidating the company or terminating its activities.

Conclusion

The articles of association of a company registered in Estonia play a fundamental role in its legal and operational activities. It not only ensures compliance with national legislation, but also serves as the basis for internal organization, management and strategic planning. The preparation of the charter requires a thorough legal analysis and understanding of the business objectives, which makes it one of the key steps in establishing a company in Estonia.

How long does it take to establish a company in Estonia?

The establishment of a company in Estonia is a highly digitalized and efficient process, which helps Estonia attract entrepreneurs from all over the world. The time required to register a company may vary depending on a number of factors, including the type of company, the preparation of the necessary documents, and the choice of registration method. In this article, we will look at the main aspects that affect the time frame for establishing a company in Estonia, and provide an overview of the time frame for this process.

E-residency Program

For foreign entrepreneurs who do not live in Estonia, one of the most convenient ways to establish a company is to use the e-residency program. After obtaining the status of an e-resident, an entrepreneur can register a company online. The process of applying for e-residency can take several weeks, after which the entrepreneur receives a special set for digital identification.

Company Registration Steps

  1. Preparation of documents: The time required to prepare the constituent documents, including the company’s business plan and articles of association, may vary depending on the complexity of the business structure and the availability of all the necessary information. This process can take anywhere from a few days to several weeks.
  2. Selecting a company name and verifying its uniqueness: Checking and selecting a unique name for a company through the online system of the Estonian Business Register usually takes several minutes.
  3. Company registration: After preparing and collecting all the necessary documents, the process of registering a company through the online platform can take from several hours to one business day. However, verification and processing of the application by the Register of Enterprises may take up to five business days.
  4. Opening a bank account: The time required to open a bank account may vary. In some cases, the process can be completed in a single day, but it can often take from several days to several weeks, especially if opening an account requires a personal presence or if an international bank offering remote account opening services for e-residents is selected.

Additional factors

  • Obtaining special licenses and permits: Some activities may require obtaining special licenses or permits, which may increase the total time required to start working for the company.
  • Coordination with legal and financial consultants: Interacting with professional consultants for document verification and consultation can add extra time to the registration process.

Conclusion

In general, the establishment of a company in Estonia is a relatively fast and efficient process, especially with the use of digital tools and an e-residency program. The preparatory stage and collection of documents may take longer, but registration in the Register of Enterprises itself is usually completed within a few days. Thus, foreign entrepreneurs can expect that the process from submitting an application to obtaining the status of a registered company will take from one to several weeks, depending on the specific circumstances and the availability of the necessary documents.

 What activities can companies do in Estonia?

Estonia, a country with a highly developed digital economy and a favorable business environment, offers ample opportunities for various types of business activities. Thanks to a simple and transparent tax system, as well as an advanced infrastructure for doing business online, Estonia attracts entrepreneurs and investors from all over the world. In this article, we will look at the key areas of activity that companies registered in Estonia can engage in, as well as the specifics of certain types of business in the context of the Estonian economic and legal environment.

Technology and IT sector

Estonia is known as one of the most innovative countries in the field of information technology. Thanks to the successful implementation of e-government projects, the country provides a favorable environment for the development of IT companies, startups and projects related to software development, cybersecurity, blockchain technologies and artificial intelligence.

E-commerce

The e-commerce sector in Estonia continues to show steady growth, which makes it attractive for opening online stores, e-commerce platforms and e-payment services. Estonian legislation supports the development of e-commerce by making it easier to conduct online business.

Financial Technologies (FinTech)

Estonia is actively developing the financial technology sector, offering digital banking services, payment systems and solutions for cryptocurrencies. FinTech companies find a favorable regulatory and investment environment in Estonia for the development of their projects.

Green technologies and sustainable development

Estonia attaches great importance to environmental sustainability and the development of green technologies. Companies involved in renewable energy, waste management and clean technologies can count on state support and access to European grants.

Tourism and hospitality

The tourism and hospitality sector in Estonia offers a wide range of business opportunities, including the development of the hotel industry, the organization of tours and events, as well as the provision of food and entertainment services. Estonia attracts tourists with its unique nature, rich cultural heritage and developed infrastructure.

Production and export

Estonia provides favorable conditions for the development of manufacturing companies and their integration into international supply chains. Manufacturers of electronics, mechanical engineering, woodworking and other industries can benefit from Estonia’s geographical location, access to EU markets and highly qualified personnel.

Education and research

Education and science are also open to foreign investors and entrepreneurs. Companies working in the field of educational technologies, online courses, research and development can find a supportive environment for their development in Estonia.

Conclusion

Estonia offers many business opportunities in various industries, from information technology to green technologies and tourism. Thanks to its advanced digital infrastructure, favorable tax treatment and openness to international investors, Estonia has become one of the most attractive places to establish and develop companies internationally.

 Should a company in Estonia have employees?

Under Estonian law, a company is not required to have employees in order to be considered an active legal entity. This means that a company can be registered and operate without hiring staff, if its activities do not require full-time employees. This provision is particularly relevant for start-up entrepreneurs, individual entrepreneurs, and companies whose activities are related to the provision of services or work in the IT sector, where the main part of processes can be automated or performed independently.

Using outsourcing and freelancing

Companies in Estonia can use outsourcing and freelancing services to perform certain tasks, which is a common practice in modern business. This allows the company to remain flexible, reduce staff costs, and hire specialists as needed to solve specific tasks.

Company management requirements

Although the presence of employees is not mandatory, the company must have an appointed director (member of the management board), who can be the only employee of the company. The Management Board may consist of one or more persons, and the director may be either a resident or a non-resident of Estonia. It is important to note that some activities may have special requirements for the availability of qualified employees, for example, in the financial services industry.

Tax aspects

The presence or absence of full-time employees may affect the company’s tax liabilities in Estonia. For example, companies that employ employees are required to pay social contributions and payroll taxes. However, if the company does not have employees, it still needs to maintain accounting records and file tax reports in a timely manner.

Conclusion

Companies in Estonia can operate without hiring full-time employees, which gives entrepreneurs considerable flexibility in organizing their business. The choice between hiring employees, using outsourcing or freelancing depends on the specifics of the company’s activities, its goals and available resources. It is important to take into account the requirements of Estonian law for managing a company, as well as potential tax obligations related to employment.

 How do I choose a company name in Estonia?

Choosing a name for a company is a key step in establishing it, especially in a country with such a well-developed business infrastructure as Estonia. The name doesn’t just reflect the essence of the business, but also plays an important role in creating a first impression, marketing, and branding. In Estonia, as in any other jurisdiction, there are certain requirements and recommendations that should be taken into account when choosing a company name. Below are the key aspects that you should pay attention to when making this choice.

  1. Uniqueness and distinctiveness

The company name must be unique and different from the names of companies and trademarks already registered in Estonia. To check the uniqueness of the name, you can use the online services of the Estonian Business Register. This will avoid conflicts with the copyright holders of existing names and simplify the registration process.

  1. Reflecting the essence of the business

It is desirable that the name reflects the essence of the company’s activities, its products or services. This helps potential customers immediately understand what the company is doing, and strengthens the brand in the minds of the audience.

  1. Easy and easy to remember

The name should be easy to understand, pronounce, and remember for both local and international audiences. Avoid complex abbreviations, long word combinations, and specific terms if they are not key to your brand.

  1. Domain name Verification

In the digital age, having a website is an essential part of your business. Therefore, before making a final name selection, you should check the availability of the corresponding domain name. Best of all, if the domain name is exactly the same as the company name.

  1. Language aspects

Given the multicultural nature of modern business and the peculiarities of the Estonian market, it is important to ensure that the company name does not have undesirable connotations in other languages, especially English, Russian and Finnish, which are widely used in Estonia.

  1. Long-term perspective

When choosing a name for a company, you should think about the long-term perspective of its development. The name should be flexible enough to remain relevant even when expanding the company’s activities or entering new markets.

  1. Legal restrictions

In Estonia, there are certain legal restrictions on the choice of company names, for example, a ban on the use of words that may mislead about the form of ownership or type of activity. It is also forbidden to use names that may be offensive or violate public order.

Conclusion

Choosing a name for a company in Estonia is an important strategic step that requires careful analysis and planning. A unique, memorable and legally correct name will not only help your business stand out in the market, but will also become the foundation for developing a strong brand in the future.

 Business Register in Estonia

The Business Register in Estonia, also known as the Trade Register, is a key element of the country’s legal and economic infrastructure, playing an important role in ensuring transparency and accessibility of information about legal entities. This centralized State register contains comprehensive information about companies, enterprises and other organizations registered in Estonia. The article discusses the main aspects of the business register in Estonia, its functions, the process of registering companies and access to information.

Functions and meaning of the business register

The business register serves several important purposes:

  • Legal clarity: Registration in the business register is a legal confirmation of the existence of the company, its rights and obligations.
  • Access to information: The Registry provides the public and other stakeholders with access to reliable information about companies.
  • Building trust: Having a company on the register builds trust on the part of customers, partners, and investors.
  • Business Facilitation: The Register promotes business development by simplifying the procedure for establishing companies and access to commercial information.

Company registration in Estonia

The process of registering a company in the Estonian Business Register is highly digitalized. Foreign entrepreneurs can use the e-residency program to register a company remotely, which makes Estonia particularly attractive for international business. Registration steps include:

  1. Preparation of constituent documents.
  2. Selecting a company name and checking its uniqueness.
  3. Determination of the legal address and appointment of directors.
  4. Entering information about the company and its founders in the business register via an online platform.
  5. Payment of the state registration fee.

Access to information in the business register

The Estonian Business Register provides broad access to information about registered companies, including:

  • Name and legal address of the company.
  • Information about directors and founders.
  • Information about the authorized capital.
  • Information about the subject of activity and main types of business.
  • The history of changes in the constituent documents.

Electronic services

Estonia offers a variety of electronic services for interacting with the business register, including applying for registration, making changes to constituent documents, and obtaining extracts from the register. These services are available through the Estonian e-government portal and significantly simplify the management of legal information about the company.

Conclusion

The business Register in Estonia is an important tool for maintaining legal transparency and stimulating economic activity in the country. Digitalization of business information registration and management processes makes Estonia one of the most convenient and accessible places for doing business internationally.

Sheyla

Should you have an interest in launching a business in Estonia, I’m more than willing to offer my assistance. With extensive expertise in Estonian legislation, I’m eager to have you among our esteemed clients. Feel free to reach out to me at your earliest convenience!

Sheyla Shamilli

MANAGing associate

email2[email protected]

FREQUENTLY ASKED QUESTIONS

Registering a company in Estonia offers several advantages, including a well-developed digital infrastructure, minimal bureaucracy, access to the European Single Market, the ability to manage the business remotely, and participation in the e-Residency program, which simplifies processes for entrepreneurs worldwide.

The company will be officially registered within five business days following the submission of the company registration application.

A company registered in Estonia can engage in various activities, including but not limited to, trading goods and services, manufacturing, providing professional services, consultancy, e-commerce, technology development, investment activities, and import/export operations.

An Estonian company may have no employees.

In Estonia, the corporate tax system is unique in that it follows a territorial principle, meaning that corporate profits are taxed only upon distribution as dividends. As of my last update, which is in January 2022, the corporate income tax rate on distributed profits is 20%. However, if profits are reinvested, they are not taxed. This system encourages business reinvestment and growth. Additionally, Estonia does not impose taxes on retained and reinvested profits.

To name an Estonian company, ensure uniqueness, comply with legal requirements, consider relevance to your business, check domain availability, and consult if needed.

Yes, there can be multiple founders for an Estonian company.

Certainly, in Estonia, there's no prohibition against engaging in multiple business activities unless it necessitates additional notification or licensing. However, it's important to acknowledge that the EMTAK code, which is allocated to the company upon selecting its business scope, remains unchanged after the submission of the annual report. EMTAK serves as the foundation for delineating the realm of private enterprise, crucial for statistical purposes. Categorization by code enhances international comparability within a given sector.

The share capital of a company in Estonia must be contributed before the company registration process is completed and the company becomes officially registered.

Yes, in Estonia, a company can be incorporated remotely without the need for founders to be physically present in the country. The process can be completed online, making it convenient for international entrepreneurs to establish their businesses.

RUE customer support team

Milana
Milana

“Hi, if you are looking to start your project, or you still have some concerns, you can definitely reach out to me for comprehensive assistance. Contact me and let’s start your business venture.”

Sheyla

“Hello, I’m Sheyla, ready to help with your business ventures in Europe and beyond. Whether in international markets or exploring opportunities abroad, I offer guidance and support. Feel free to contact me!”

Sheyla
Diana
Diana

“Hello, my name is Diana and I specialise in assisting clients in many questions. Contact me and I will be able to provide you efficient support in your request.”

Polina

“Hello, my name is Polina. I will be happy to provide you with the necessary information to launch your project in the chosen jurisdiction – contact me for more information!”

Polina

CONTACT US

At the moment, the main services of our company are legal and compliance solutions for FinTech projects. Our offices are located in Vilnius, Prague, and Warsaw. The legal team can assist with legal analysis, project structuring, and legal regulation.

Company in Lithuania UAB

Registration number: 304377400
Anno: 30.08.2016
Phone: +370 661 75988
Email: [email protected]
Address: Lvovo g. 25 – 702, 7th floor, Vilnius,
09320, Lithuania

Company in Poland Sp. z o.o

Registration number: 38421992700000
Anno: 28.08.2019
Phone: +48 50 633 5087
Email: [email protected]
Address: Twarda 18, 15th floor, Warsaw, 00-824, Poland

Regulated United Europe OÜ

Registration number: 14153440–
Anno: 16.11.2016
Phone: +372 56 966 260
Email:  [email protected]
Address: Laeva 2, Tallinn, 10111, Estonia

Company in Czech Republic s.r.o.

Registration number: 08620563
Anno: 21.10.2019
Phone: +420 775 524 175
Email:  [email protected]
Address: Na Perštýně 342/1, Staré Město, 110 00 Prague

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